N.Y. U.C.C. 8-303

Section 8--303. Protected Purchaser.\n (a) "Protected purchaser" means a purchaser of a certificated or\nuncertificated security, or of an interest therein, who:\n (1) gives value;\n (2) does not have notice of any adverse claim to the security;\n and\n (3) obtains control of the certificated or uncertificated\n security.\n (b) A protected purchaser also acquires its interest in the security\nfree of any adverse claim.\n